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                                                                    EXHIBIT 10.3

                           PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 2nd day of
November, 2000 (the "Effective Date"), by and between the Krupka-Brophy Profit
Sharing Plan (the "Seller"), and Real Estate Opportunities, Inc. (the
"Purchaser").
                                    RECITALS

A. Seller is the fee owner of that certain real property located in the County
of Weld, State of Colorado, and more particularly described as follows: Lot(s)
6, 7, 8, 9, 10, 11 and 12, The Village at Frederick Subdivision (as amended),
Town of Frederick County of Weld State of Colorado. (the "Real Property")

B. Seller desires to sell the Real Property to Purchaser, and Purchaser desires
to purchase the Real Property from Seller, upon and subject to the terms and
conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, for the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:

                                   ARTICLE ONE
                     PURCHASE AND SALE OF THE REAL PROPERTY

1.  Purchase. Seller agrees to sell to Purchaser, and Purchaser agrees to
    purchase from Seller, all of the Real Property, subject to and upon the
    terms and conditions set forth in this Agreement. The total purchase price
    (the "Purchase Price") for the Real Property is agreed to be $315,000.00,
    payable as follows:

    a) $15,000.00 hereby receipted for as a deposit, and
    b) $300,000.00 by the Purchaser executing a promissory note to the and deed
       of trust for the benefit of the Seller payable in monthly

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          installments of $4,000.00 per month, including principal and interest
          at 8 1/2 percent per annum, until 6-1-2001 whereon the remaining
          balance is due and payable, if not sooner paid.

                                   ARTICLE TWO
                        PRO RATIONS AND CLOSING EXPENSES

 2. CLOSING ADJUSTMENTS.

    2.1.      TAXES. Real property taxes on the Real Property, for the current
           year, not yet due and payable shall not be pro rated, and shall be
           Purchaser's sole responsibility, and are hereby assumed by Purchaser.

    2.2.      CLOSING COSTS. Seller and Purchaser shall pay customary costs of
           closing, such as recording fees, etc.

    2.3.      ASSOCIATION FEES AND ASSESSMENTS. Purchaser shall pay to the
           Village at Frederick Subdivision Homeowners' Association, Inc., the
           next quarterly assessment of $75.00 (per lot) due 1-1-2001 which
           shall be used for the annual maintenance of the Subdivision, plus a
           one-time $300 payment (per lot) to the Village at Frederick
           Subdivision Homeowners' Association, Inc.

                                  ARTICLE THREE
                     DATE OF CLOSING - SETTLEMENT STATEMENT

 3. DATE OF CLOSING.

    3.1.      CLOSING DATE. The Purchaser and Seller have agreed to consummate
           the purchase and sale of the real property as of November 16, 2000,
           including by way of example the following:

      3.1.1.  Special Warranty Deed to be delivered to Purchaser by Seller at
           closing.

      3.1.2.  Purchaser to pay the Purchase Price to Seller in accordance with a
           settlement statement to be prepared at time of closing.


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                                  ARTICLE FOUR
                         ADDITIONAL TERMS AND CONDITIONS

4. ADDITIONAL TERMS AND CONDITIONS.

 4.1.   AS IS SALE. The Purchaser has inspected the Real Property and accepts
      the Real Property without warranty, except that the Seller agrees to
      finish the work needed to complete the subdivision in accordance with the
      requirements of the Town of Frederick.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the Effective Date.

PURCHASER:                                 SELLER:

Real Estate Opportunities, Inc.            Krupka-Brophy Profit Sharing Plan

By: /s/ F. JEFFREY KRUPKA                  By: /s/ F. JEFFREY KRUPKA
    --------------------------------           ---------------------------------
    F. Jeffrey Krupka, President               F. Jeffrey Krupka, Trustee




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                      REAL PROPERTY SETTLEMENT STATEMENT

Subject Property:      Lots 6, 7, 8, 9, 10, 11 and 12, The Village at Frederick
                       Subdivision, Town of Frederick, County of Weld, State
                       of Colorado.

Seller:                Krupka-Brophy Profit Sharing Plan

Purchaser:             Real Estate Opportunities, Inc.

Date of Settlement:    November 16, 2000

The Seller and Purchaser agree to the following terms and conditions and
settlement of debits and credits to settle all affairs described in Purchase and
Sale Agreement dated November 2, 2000.

                              Settlement Statement

<TABLE>
<S>                                                        <C>
Debit to purchaser for purchase price:                      $315,000.00

Credit to purchaser for deposit received:                   ($15,000.00)

Credit to purchaser for promissory note
and deed of trust payable to Seller:                       ($300,000.00)

Remaining debit to purchaser:                                     $0.00*
</TABLE>

* The purchaser still owes the $300.00 per lot one-time fee to the association.

Purchaser:

Real Estate Opportunities, Inc., a
Colorado Corporation,

By: /s/ F. JEFFREY KRUPKA
   ---------------------------------
   F. Jeffrey Krupka, President


Seller:

Krupka-Brophy Profit Sharing Plan,

By: /s/ F. JEFFREY KRUPKA
   ---------------------------------
   F. Jeffrey Krupka, Trustee


<PAGE>   5


                           PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 12th day of
December, 2000 (the "Effective Date"), by and between the Krupka-Brophy Profit
Sharing Plan (the "Seller"), and Real Estate Opportunities, Inc. (the
"Purchaser").

                                    RECITALS

A. Seller is the fee owner of that certain real property located in the County
of Weld, State of Colorado, and more particularly described as follows: Lot(s)
2, 3, 4, 5, 14, 15, 16 and 17, The Village at Frederick Subdivision (as
amended), Town of Frederick County of Weld State of Colorado. (the "Real
Property")

B. Seller desires to sell the Real Property to Purchaser, and Purchaser desires
to purchase the Real Property from Seller, upon and subject to the terms and
conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, for the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:

                                   ARTICLE ONE
                     PURCHASE AND SALE OF THE REAL PROPERTY

1.    Purchase. Seller agrees to sell to Purchaser, and Purchaser agrees to
      purchase from Seller, all of the Real Property, subject to and upon the
      terms and conditions set forth in this Agreement. The total purchase price
      (the "Purchase Price") for the Real Property is agreed to be $300,000.00,
      payable as follows:

      a)  $121,604.02 and $150,757.19 by the Purchaser taking title to the Real
          Property "subject to" 2 separate promissory notes and deeds of trust
          payable to Robert M. Singer, with the said balances including accrued
          interest to December 15, 2000;

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      b)  $27,638.79 by the Purchaser executing a promissory note to the Seller
          due and payable in full December 1, 2001, together with accrued
          interest at 6% per annum, if not sooner paid.

                                   ARTICLE TWO
                        PRO RATIONS AND CLOSING EXPENSES

2. CLOSING ADJUSTMENTS.

     2.1.  TAXES. Real property taxes on the Real Property, for the current
           year, not yet due and payable shall not be pro rated, and shall be
           Purchaser's sole responsibility, and are hereby assumed by Purchaser.

     2.2.  CLOSING COSTS. Seller and Purchaser shall pay customary costs of
           closing, such as recording fees, etc.

     2.3.  ASSOCIATION FEES AND ASSESSMENTS. Purchaser shall pay to the Village
           at Frederick Subdivision Homeowners' Association, Inc., the next
           quarterly assessment of $75.00 (per lot) due 1-1-2001 which shall be
           used for the annual maintenance of the Subdivision. In addition, the
           Purchaser to pay a one-time $300 fee (per lot) to the Village at
           Frederick Subdivision Homeowners' Association, Inc.

                                  ARTICLE THREE
                     DATE OF CLOSING - SETTLEMENT STATEMENT

 3. DATE OF CLOSING.

     3.1.  CLOSING DATE. The Purchaser and Seller have agreed to consummate the
           purchase and sale of the real property as of December 15, 2000,
           including by way of example the following:

           3.1.1. Special Warranty Deed to be delivered to Purchaser by Seller
                  at closing.

           3.1.2. Purchaser to pay the Purchase Price to Seller in


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                  accordance with a settlement statement to be prepared at time
                  of closing.

                                  ARTICLE FOUR
                         ADDITIONAL TERMS AND CONDITIONS

4. ADDITIONAL TERMS AND CONDITIONS.

     4.1.  AS IS SALE. The Purchaser has inspected the Real Property and accepts
           same without warranty.

     4.2.  DISCOUNTED PRICE AND SUBDIVISION COMPLETION. The Purchaser recognizes
           that the price is cheap in consideration of the following additional
           requirements needed to finish the subdivision:

           4.2.1. Completion of the park area in the NW Corner of the
                  subdivision at a cost of approximately $17,000 which costs
                  will be reimbursed by the Town of Frederick.

           4.2.2. Providing needed bond moneys to the Town of Frederick for
                  approx. $16,500. The bond money will be returned to the
                  Purchaser once the roads, sidewalks and infrastructure is
                  accepted by the Town of Frederick.

           4.2.3. Providing needed money to finish approximately 300 feet of
                  fencing in the subdivision.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the Effective Date.

PURCHASER:                                 SELLER:

Real Estate Opportunities, Inc.            Krupka-Brophy Profit Sharing Plan


By: /s/ F. JEFFREY KRUPKA                  By: /s/ F. JEFFREY KRUPKA
   ---------------------------------          ----------------------------------
   F. Jeffrey Krupka, President               F. Jeffrey Krupka, Trustee



<PAGE>   8


                       REAL PROPERTY SETTLEMENT STATEMENT

Subject Property:      Lots 2, 3, 4, 5, 14, 15, 16 and 17, The Village at
                       Frederick Subdivision, Town of Frederick, County of Weld,
                       State of Colorado.

Seller:                Krupka-Brophy Profit Sharing Plan

Purchaser:             Real Estate Opportunities, Inc.

Date of Settlement:    December 15, 2000

The Seller and Purchaser agree to the following terms and conditions and
settlement of debits and credits to settle all affairs described in Purchase and
Sale Agreement dated December 12, 2000.

                              Settlement Statement

<TABLE>
<S>                                                              <C>
 Debit to purchaser for purchase price:                           $300,000.00

 Credit to purchaser for promissory note payable to Seller:       $(27,638.79)

 Credit to purchaser for loan assumed that is owed to
 Robert M. Singer, the balance of which has been calculated
 to the date of settlement (12-15-2000):                         $(121,604.02)

 Credit to purchaser for loan assumed that is owed to
 Robert M. Singer, the balance of which has been calculated
 to the date of settlement (12-15-2000):                         $(150,757.19)

 Remaining debit to Purchaser:                                          $0.00*
</TABLE>

* The purchaser still owes the $300.00 per lot one-time fee to the association,
  plus other requirements of the Town of Frederick.

Purchaser:

Real Estate Opportunities, Inc., a
Colorado Corporation,

By: /s/ F. JEFFREY KRUPKA
   ---------------------------------
   F. Jeffrey Krupka, President

Seller:

Krupka-Brophy Profit Sharing Plan,

By: /s/ F. JEFFREY KRUPKA
   ---------------------------------
   F. Jeffrey Krupka, Trustee